MoneyGram 2009 Annual Report Download - page 541

activities (in the case of Section 3) or the date when all the Notes covered by such Shelf Registration Statement have been sold pursuant to such Shelf
Registration Statement or are eligible for resale pursuant to Rule 144(k) (in the case of Section 4)) by the number of days during the period from and including
the date of the giving of such notice pursuant to Section 7.3(c)(3) hereof to and including the date when each selling Holder covered by such Registration
Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 7.3(o) hereof or shall have received the
Advice. Each Holder further agrees by acquisition of a Transfer Restricted Security that it will not, without, in each case, the prior written consent of the
Company, use, authorize use of, refer to, participate in the planning for use of, any Free Writing Prospectus in connection with the offer or sale of any Notes.
7.4. The Company will have the ability to withdraw, delay the filing of or suspend any Exchange Offer Registration Statement or Shelf Registration
Statement required to be filed and kept effective pursuant this Agreement (a "Suspension Period"), if the Company's Board of Directors determines, in their
reasonable business judgment, upon advice of counsel, that the filing, continued effectiveness or use of such Registration Statement would require the
disclosure of confidential information or interfere with any financing, acquisition, reorganization or other material transaction involving the Company. A
Suspension Period shall commence on and include the date that the Company gives notice that of the Board of Directors' determination with respect to such
Registration Statement would cause material is no longer effective or the Prospectus included therein is no longer usable for offers and sales of Transfer
Restricted Securities covered by such Registration Statement and continue until holders of such Transfer Restricted Securities either receive the copies of the
supplemented or amended prospectus contemplated by Section 7.3 above or are advised in writing by the Company that use of the Prospectus may be
resumed. The Company will not be permitted to exercise its rights under this paragraph more than twice in any twelve-month period with respect to the Notes,
and any such suspensions with respect to the Notes may not exceed 90 days in the aggregate during any twelve month period. If the Company shall so
postpone the filing of a Registration Statement, the Holders of Transfer Restricted Securities to be registered shall have the right to withdraw the request for
registration by giving written notice from the Holders of a majority of the Transfer Restricted Securities that were to be registered to the Company within
45 days after receipt of the notice of postponement or, if earlier, the termination of such Suspension Period (and, in the event of such withdrawal, such request
shall not be counted for purposes of determining the number of requests for registration to which the Holders of Transfer Restricted Securities are entitled
pursuant to this Agreement). If such Registration Statement is withdrawn, upon receipt of any notice of a Suspension Period, the Holders shall forthwith
discontinue use of the prospectus contained in such Registration Statement and, if so directed by the Company, such Holders shall deliver to the Company all
copies, other than permanent file copies, of the prospectus covering such Transfer Restricted Securities current at the time of receipt of such notice.
SECTION 8.
REGISTRATION EXPENSES
8.1. All expenses incident to the Company's performance of or compliance with this Agreement will be borne by the Company, regardless of whether a
Registration Statement becomes effective, including without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial
Purchaser or Holder with the NASD (and, if applicable, the fees and expenses of any "qualified independent underwriter" and its counsel that may be required
by the rules and regulations of the NASD)); (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities laws; (iii) all
expenses of printing (including printing certificates for the Exchange Notes to be issued in the Exchange Offers and printing of Prospectuses), messenger and
delivery services and telephone; (iv) all fees and disbursements of counsel for the Company and, subject to Section 8.2 below, the Holders of Transfer
Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Notes on a national securities exchange or automated
quotation system pursuant to the -15-